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Bain Capital Fund IX, LP.

Cayman Islands Exempted Limited Partnership
Financial Statements
December 31, 2009

Bain Capital Fund IX, LP.
Index to Financial Statements

Page

Report of Independent Auditors 1
Financial Statements:

Statement of Assets, Liabilities and Partners' Capital as of December 31, 2009 2

Statement of Operations for the Year Ended December 3 1 , 2009 3

Statement of Changes in Partners' Capital for the Year Ended December 3 1 , 2009 4

Statement of Cash Flows for the Year Ended December 3 1 , 2009 5

Schedule of Investments as of December 3 1 , 2009 6-S

Notes to Financial Statements 9-21

ptoCBWTERHOUsEQOPERS

PricewaterhouseCoopers LLP
125 High Street

Boston. MA 021 10-1707
Telephone (617) 530 5000
Facsimile (617) 530 5001

Report of Independent Auditors

To the General and Limited Partners of Bain Capital Fund IX, LP.:

In our opinion, the accompanying statement of assets, liabilities and partners' capital, including the
schedule of investments, and the related statements of operations, of changes in partners' capital and
of cash flows present fairly, in all material respects, the financial position of Bain Capital Fund IX, LP.
at December 31, 2009, and the results of its operations, the changes in its partners' capital and its cash
flows for the year then ended, in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the General Partner. Our
responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit of these financial statements in accordance with auditing standards generally accepted in the
United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by the
General Partner, and evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

March 18,2010

Bain Capital Fund IX, LP.

Statement of Assets, Liabilities and Partners' Capital
December 31, 2009

Assets

Cash and cash equivalents $ 46,775,138

Investments at fair value (cost of $5,725,81 8,276) 4,422,737,442

Investments held for resale 913,667

Receivable for investment sold 16,485,819

Other assets 2,641,455

Total assets 4,489,553,521
Liabilities

Accaied expenses and other liabilities 135,040

Partners' capital

Partners' capital exclusive of net unrealized loss on investments 5,792,499,3 15

Net unrealized loss on investments (1,303.080,8341

Total partners' capital 4,489,418,481

Total 1 iabil itics and partners' capital S 4.489.553,521

The accompanying notes are an integral part of these financial statements.

Bain Capital Fund IX, L.P.

Statement of Operations
Year Ended December 31, 2009

Income

Interest income $ 5,318

Dividend income 15,327,946

Total income 15,333,264

Expenses

Management fees, net (Note 6)

Professional fees and other 5,271 ,656

Total expenses 5,27 1 ,656

Net investment income 1 0,06 1 ,608

Net realized and unrealized gain on investments

Net realized loss on investments (126,01 3,924)

Change in net unrealized loss on investments 1,102,183,998

Net realized and unrealized gain on investments 976. 170,074

Net increase in partners' capital resulting from operations $ 986,231,682

The accompanying notes are an integral part of these financial statements.

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Bain Capital Fund IX, LP.
Statement of Cash Flows
Year Ended December 31, 2009

Cash flows from operating activities

Net increase in partners' capital resulting from operations
Adjustments to reconcile net increase in partners' capital resulting
from operations to net cash provided by operating activities:

Purchases of investments

Proceeds from sale of investments

Change in net unrealized loss on investments

Net realized loss on investments

Increase in receivable for investment sold

Increase in other assets

Increase in accrued expenses and other liabilities
Net cash provided by operating activities
Cash flows from financing activities

Capital contributions
Net increase in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year

986,231,682

(34,578,621)

57,901,406

(1,102,183,998)

126,013,924

(16,485,819)

(1,104,709)

90,035

15,883,900

26,370,000

42,253,900

4,521,238

46,775,138

The Partnership had the following non-cash operating activities:

The Partnership has included a reclassification of other assets of S 182,434 in the purchases
of investments, which was capitalized into the investment cost basis of Burlington Coat
Factory Debt.

The Partnership has included a reclassification of investment cost basis of S770,010 in the
purchases of investments related to the restructuring of the investment in Bavaria
Yachts, which was transferred to other assets.

Non-cash investing activity not included in purchases of investments is a dividend received
in the form of shares of PharmaBio Development Inc. valued at $29,939,755 and
included in the cost basis of investments.

The accompanying notes are an integral part of these financial statements.

Bain Capital Fund IX, LP.
Schedule of Investments
December 31,2009

Number
of shares/

par value Cost Fair value*

Applied Systems (a):

BC A SI Capital, Inc.

235,812

Common stock

$ 235,811,678 !

5 330,136,349

Brake Brothers:

Cucina (BC) Luxco S.a r.l.

7,043,951

Ordinary shares

142,316

211,175,216

Convertible preferred equity certitieales

4,266,585

2,613,863

V,/, AH AA2

C<>i~ii>i* 1 i"\t~<"« ti' nui 1 ^/Tlrirw f*f ptl Tl I'O t PC
oeilCb 1 [Jit- l<- 1 1 CU CL|UILV LI. 1 111 I ^lULS

330 667 565

278,129,030

,236,575,291

Series 2 preferred equity certificates

24,983,771

18,930,195

,939,199,051

Series 4 preferred equity certificates

54,087,141

36,698,154

414,147,378

336.371,242

Burlington Coat Factory:

Burlington coat ractory tioiaings, inc. (aj (ijj

26,142,994

Class A common stock

26,142,994

2,904,777

Class L common stock

235,286,884

196.072,409

261,429,878

196,072,409

CTVGB (0:

SinoMedia Holding Limited

109,971.141

Ordinary shares

29,917,867

34,304,178

tdcon (g):

Edgars Holdings Limited

13,230,151

Ordinary shares

188,556,407

27,478,005

Series 1 preference equity shares

391 ,617.152

330,698,929

580,173,559

330,698,929

Guitar Center (a) (d):

Guitar Center Holdings, Inc.

7,375,501

Common slock

464,656,579

1 16,164,145

The accompanying notes are an integral part of these financial statements.

Bain Capital Fund IX, LP.

Schedule of Investments
December 31, 2009

Number
of shares/

par value Cost Fair value*

HCA (a) (d):

Hercules Holdings II, LLC

13,422,340

Units

S 684,539,338

S 1,026,809,007

HD Supply:

H 2008-2 Cayman Partners, L.P. (j) (Note 5)

Partnership interest

131,929,123

118,736,211

II ?0nS.^ favmnn Partnpr* 1 l» Cil CN'otp ^

1 1 iUUOV V-<S>lll*flI 1 dllllCIS, I'll ■ III \,'WIL f

Partnership interest

131,929,124

118,736,211

H DS Investment Holding, Inc. (d)

54,390,216

Common stock

543,902,159

108,780,432

807,760,406

346,252,854

Ideal Standard (k):

Ideal Standard International Topco SCA

iMqoo A fttvi iTin*4i c rv.i i*r>c
v Itl bS> r\ L'l 11 11 Itli y 3 1 kl 1 Lo

62,863

186,81 1,384

Convertible preferred equity certificates

26,620,622

)6 1,097,641

Scries 1 preferred equity certificates

151,206,415

129,941,598

Series 2 preferred equity certificates

41,299,416

27,543,315

)63,453,099

Series 3 preferred equity certificates

38.832,194

24,060,987

258,021,510

51,604,302

Jinsheng (h):

Good Moral Enterprises Limited

134.216,730

Series A-l preferred shares

30,045,060

7,789,508

I A A(\f\ f\A *\

\lr\n interact Ki^irino cppmtwI p^ftrtvwttPiliP nrnmi Wfii*v nntf*

1 4 466 045

due January 22, 2012

16,205,427

Option to purchase series 3 ordinary shares

44,511.105

22,255,553

ME I Conlux:

Bain Capital MEI (Cayman), L.P.

5,472,120

Class A units

5,472,120

603,003

Class L units

48,843,248

43,452,295

54,315,368

43,452,295

Michaels Stores:

Michaels Stores, Inc. (a) (d) (e)

38,644,184

Common stock

579,669,349

289,834,674

Ursa Funding (Luxembourg) S.a r.I. (i) (Note 5)

6,823

Ordinary shares

6,823

46,123

9,740,999

Series A convertible preferred equity certificates

9,740,999

65,849.156

589,417,171 355,729,953

The accompanying notes are an integral part of these financial statements.

Bain Capital Fund IX, LP.

Schedule of Investments
December 31, 2009

Number
of shares/

par value Cost Fair value*

NXP(c):

Kaslion S.a r.l.

49,483

Ordinary shares

S 1 ,585,555

19,383,250

Non-yield bearing preferred equity certificates

621.086,078

186.801.490

622,671,633

186,801.490

Qui utiles Group (i):

Quintilcs Transnational Holdings Inc.

12,241,177

Common stock

229,325,867

270,741,455

PharmaBio Development Inc.

Common stock

7G 01Q 7^^

70 O^O 7*>^
IVyJjy, I J J

259,265,622

300,681,210

Sensata Technologies:

Sensata Investment Company S.C.A.

288.747

Class A common stock

449,507

599,959

50,530,725

Convertible preferred equity certificates

78,663,691

104,992,835

OA 1 TO 1TO

80,178,128

Series 1 preferred equity certificates

AQO 0/17

\01 7 1 A HA

Bain Capital ST (Luxembourg) S.a r.l. (1) (Note 5)

4,242

Ordinary shares

6,243,853

Series 2 preferred equity certificates

8.650,858

21,886,672

368.256.303

651,196.200

TralinPak:

Bain Capital TP Holdings, L.P.

3,825,389

Class A units

3,825,389

27,851,781

34,428,497

Class L units

34,428,497

54,283,769

12,668,995

Class C units

12,668.995

12,071,776

50,922,881

94,207,326

Total investments

$5,725,818,276

S 4.422,737.442

* Fair value as determined by the General Partner (Note 2)

(a) Investment held via Bain Capital Fund IX, LLC

(b) Investment held via Bain Capital Integral Investors, LLC

(d) Investment held via Bain Capital Integral Investors 2006, LLC

(e) Investment held via Michaels Holdings, LLC

(f) Investment held via Bain Capital CTVGB Holding, Ltd., via Bain Capital CTVGB Holding, L.P.

(g) Investment held via Bain Capital Integral Investors II, L.P.

(h) Investment held via Bain Capital Deco Holdings, L.P.

(i) Investment held via Bain Capital Integral Investors 2008, L.P.

(j) Investment held via Bain Capital (Ireland) Integral Limited, via Bain Capital HDS II (Luxembourg)

S.a r.l., via Bain Capital IIDS I (Luxembourg) S.a r.l., via Bain Capital (HDS), L.P.
(k) Investment held via Bain Capital Ideal Standard, L.P.
(1) Investment held via Bain Capital (ST) Integral Investors, L.P.

The accompanying notes are an integral part of these financial statements.

Bain Capital Fund IX, LP.
Notes to Financial Statements
December 31, 2009

1. The Partnership
Background

Bain Capital Fund IX, L.P. (the "Partnership") is a Cayman Islands exempted limited partnership
organized pursuant to the Amended and Restated Agreement of Limited Partnership, as last
amended on December 31, 2009 (the "Partnership Agreement"). The Partnership's business
activity is to invest the funds of the Partnership with the principal objective of achieving
appreciation of capital invested. Services are performed for the Partnership by its management
company. Bain Capital Partners, LLC (the "Manager") for a management fee (Note 6). The
general partner of the Partnership is Bain Capital Partners IX, L.P. (the "General Partner"). The
Partnership shall continue until December 31, 2016, unless sooner dissolved or extended to a date
no later than December 31, 2020, as specified in the Partnership Agreement.

The Partnership has $8,000,000,000 of partners' capital commitments of which $5,274,2 13,296
or 78.42% of the Institutional Limited Partners' and General Partner's committed capital was
contributed, and $998,999,955 or 78.41% of the Other Limited Partners' committed capital was
contributed at December 31, 2009. Additionally, the following portions of the Institutional
Limited Partners', General Partner's and Other Limited Partners' committed capital were
contributed to the Partnership's Alternative Investment Vehicles (Note 3) at December 31, 2009:

Percentage of

Commitment

commitment

Contributed to facilitate

contributed:

contributed

investment in:

$ 29,608,005

0.37%

SunTelephone

540,065,817

6.75%

OS I Restaurant Partners, Inc.

447,866,807

5.60%

Sankaty Special Situations I, L.P.

409,007,988

5.11%

Clear Channel Communications

80,238,132

1.00%

Clear Channel Debt

S 1,506,786,749

18.83%

Total uncalled capital as of December 3 1 , 2009 was $184,965,000 for Institutional Limited
Partners and the General Partner, and $35,035,000 for Other Limited Partners. Partners are not
able to withdraw from the Partnership.

Income and Expense Allocation

The Partnership Agreement provides for the allocation of operating income and operating
expenses based upon the partners' contributed capital accounts. In order to recognize the advance
contributions of certain partners, adjustments to allocations may be made at the sole discretion of
the General Partner. Gains and losses are allocated in accordance with the Partnership
Agreement. Prior to making any other allocations, gains and losses shall generally first be
allocated to the General Partner until the General Partner has received a net amount equal to its
Total Priority Profit Share (Note 6). Allocations of remaining gains and losses are generally
made as necessary to ensure that, after the Partnership has achieved its Preferred Return (10%) as
further defined in the Partnership Agreement, 70% of cumulative realized capital gains and losses
through the dale of allocation are allocated to all partners on a pro rata basis, based on the
partners' contributed capital accounts, and 30% are allocated to the General Partner ("Carried
Interest"). Unrealized gains and losses are allocated in the same manner described above as if
realized at December 31, 2009.

Bain Capital Fund IX, L.P.
Notes to Financial Statements
December 31, 2009

Distributions

Distributions are made at the discretion of the General Partner. Cash distributions representing a
return of capital are made in proportion to contributed capital. Generally, cash distributions
representing profit are made in the same proportion as such profit is allocated to the capital
accounts. As specified in the Partnership Agreement, distributions of publicly traded securities are
valued at the last trade price or, if unavailable, at the last bid price on the most recent day on which
such securities traded prior to the date as of which their value is to be determined.

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally
accepted in the United Stales of America ("GAAP") requires the General Partner to make
estimates and assumptions that affect the reported amounts and disclosures in the financial
statements. Actual results could differ from those estimates. Events or transactions occurring
after year end through the date that the financial statements were issued, March 18, 2010, have
been evaluated in the preparation of the financial statements.

Cash and Cash Equivalents

The Partnership considers all highly liquid debt instruments purchased with an original maturity of
three months or less to be cash equivalents. The Partnership has established guidelines relative to
diversification and maturities that it believes maintain safety and liquidity. The guidelines are
periodically reviewed and modified to take advantage of trends in yields and interest rates.

Included in cash and cash equivalents at December 31, 2009 are overnight offshore time deposits
with commercial banks in the amount of $46,716,179 bearing interest at 0.03%, which matured on
January 4, 2010.

Investment Valuation

In accordance with the authoritative guidance on fair value measurements and disclosures under
generally accepted accounting principles, the Partnership discloses the fair value of its investments
in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3
measurements).

The guidance establishes three levels of the fair value hierarchy as follows:

• Level 1 - Inputs that reflect unadjusted quoted prices in active markets for identical
assets or liabilities that the Partnership has the ability to access at the measurement
date;

• Level 2 - Inputs other than quoted prices that are observable for the asset cither directly
or indirectly, including inputs in markets that are not considered to be active;

• Level 3 - Inputs that are unobservable.

Inputs are used in applying the valuation techniques discussed below and broadly refer to the
assumptions that the General Partner uses to make valuation decisions, including assumptions about
risk. Inputs may include recent transactions, earnings forecasts, market multiples, future cash flows,
and other factors. An investment's level within the fair value hierarchy is based on the lowest level
of any input that is significant to the fair value measurement. The categorization of an investment
within the hierarchy is based upon the pricing transparency of the investment and does not
necessarily correspond to the General Partner's perceived risk of that investment.

Bain Capital Fund IX, L.P.
Notes to Financial Statements
December 31, 2009

Generally, the majority of our private equity investments arc valued utilizing unobservable inputs,
and are therefore classified within level 3. The General Partner's determination of fair value is
based upon the best information available for a given circumstance and may incorporate
assumptions that are management's best estimates after consideration of a variety of internal and
external factors. In establishing the fair value of an investment the General Parmer will first
consider recent transactions in the same or similar securities including the initial purchase
transaction of the security being valued or any recent financing round. Otherwise, the General
Partner generally employs two valuation methodologies when determining the fair value of a
private equity investment. The first methodology is a market multiples approach that considers a
specified financial measure (such as EBITDA) and recent public market and private transactions
and other available measures for valuing comparable companies (i.e. "Market Approach"). The
second methodology determines a valuation by discounting future cash flows (i.e. "Income
Approach"). The ultimate fair value recorded for a particular investment will generally be within
the range suggested by the two methodologies utilizing the judgment of the General Partner. The
General Partner may also adopt the valuation of an underlying partnership interest provided by the
partnership unless the General Partner determines in the good faith exercise of its discretion that
any such valuation is unreasonable or inappropriate under the circumstances. Because of the
inherent uncertainty of valuation, this estimated fair value may differ significantly from the value
that would have been used had a ready market for the security existed, and the difference could be
material.

Investments whose values arc based on quoted market prices in active markets, and are therefore
classified within level 1, generally include active listed equities. The General Partner does not
adjust the quoted price for such instruments, even in situations where the Partnership holds a large
position and a sale could reasonably impact the quoted price.

Effective January 1, 2009, the Partnership adopted the authoritative guidance under GAAP on
determining fair value when the volume and level of activity for the asset or liability have
significantly decreased and identifying transactions that are not orderly. Accordingly, if the
Partnership determines that either the volume and/or level of activity for an asset or liability has
significantly decreased (from normal conditions for that asset or liability) or price quotations or
observable inputs are not associated with orderly transactions, increased analysis and management
judgment will be required to estimate fair value. Valuation techniques such as an income approach
might be appropriate to supplement or replace a market approach in those circumstances.
The guidance also provides a list of factors to determine whether there has been a significant
decrease in relation to normal market activity. Regardless, however, of the valuation technique and
inputs used, the objective for the fair value measurement in those circumstances is unchanged from
what it would be if markets were operating at normal activity levels and/or transactions were
orderly; that is, to determine the current exit price.

Bain Capital Fund IX, LP.

Notes to Financial Statements
December 31, 2009

The following table presents the investments carried on the Statement of Assets, Liabilities and
Partners' Capital by level within the valuation hierarchy as of December 31, 2009.

Assets at Fair Value as of December 31 , 2009

I ucal 1 1 nt'fl 7

LCVCl I I-C* CI im

Total

Investments:

Equity Securities:

Industrial and Manufacturing

Healthcare

Retail

Software

Information Technology
Media

s - s

34,304,178

$1,523,084,219
1,327,490,217
1 ,006,454,944
330,136,349
1 86,801 ,490

$ 1,523,084,219
1,327,490,217
1,006,454,944
330,136,349
186.801,490
34,304,178

Equity Securities Total:

S 34.304,178 S

54,373.9 67.219

S 4.408,271.397

Corporate Debt:
Retail

14,466,045

Total:

S 34.31)4,178 S

$4,388,433,264

S 4,422,737,442

The following table includes a rollforward of the amounts for the year ended December 31, 2009
for investments classified within level 3.

Fair Value Measurements Using Level 3 Inputs

Net realized anil
unrealized gain included

Balance at
December 3 1.2008

Net purchases
and sales

Net transfers
in/(out)

in the Statement of

Operations

Balance at
December 31,2009

Investments:

Equity Securities:

Industrial and Manufacturing

1 Icalthcarc

Retail

Software

Information Technology

S 1.222.803.548
985.220,548
843,505.615
330,136,349
62.267.163

S 21,602,855
(41,415.588)
(2,922.476)

$ (770,010) !
182,434

5 279,447.826
383.685.257
165,689,371

124,5 3 4,3 2 7

S 1,523,084.219
1,327.490,217
1 ,006.454,944
330,136,349
186.801.490

Equity Securities Total:

$ 3,443.9 3 3,223

$ (22.735.209)

S (587,576) !

5 953.356.781

S 4,373.967.219

Corporate Debt:
Retail

14.466.045

14,466,043

Total:

$ 3,458.399,268

S (22.735,209)

$ (587.576) .'

5 953.356.781

S 4.388,433,264

Net realized and unrealized gain on investments in the table above arc reflected in the
accompanying Statement of Operations. Change in net unrealized loss on investments included in
the Statement of Operations for the level 3 investments still held at December 31 , 2009 is
$940,381,909.

Investments Held for Resale

Generally, the Partnership classifies securities of investee companies held for future sales to key
employees of these companies and other affiliated entities as investments held for resale.

Bain Capital Fund IX, L.P.

Notes to Financial Statements
December 31, 2009

Investment Transactions, Income and Expenses

Investment transactions are accounted for on the closing date. Realized gains and losses on
investment transactions are determined using the speciiic identification method. Interest income
and expenses are recorded on the accrual basis. Dividend income is recorded on the ex-dividend
date, net of applicable withholding tax. The General Partner analyzes dividends received from
portfolio companies to determine whether they have been accretive to the Partnership's investment
based on an analysis of enterprise value and information provided by investment banks, third part}'
valuations or other parties. The financial statements reflect the character of such dividends as
required under generally accepted accounting principles.

In some cases, the Partnership invests in portfolio companies directly and in some cases invests in
portfolio companies indirectly through one or more holding companies or other entities in which
other parties affiliated with the Partnership and/or the Manager may also be investors. In cases
where the Partnership invests indirectly through such an entity, the Schedule of Investments reflects
the Partnership's proportionate share of the underlying investment.

The financial statements include the accounts of the Partnership and its wholly owned subsidiary,
Bain Capital Fund IX, LLC. All intercompany balances and transactions have been eliminated in
consolidation.

Foreign Currency Translation

The accounting records of the Partnership are maintained in U.S. dollars. The value of cash and
foreign securities is recorded in the books and records of the Partnership after translation to U.S.
dollars based on the exchange rates on that day. Income and expenses are translated at prevailing
exchange rates when accmed or incurred. The Partnership docs not isolate that portion of realized
or unrealized gains or losses resulting from changes in the foreign exchange rate on investments
from fluctuations arising from changes in the market prices of the securities. Such gains and losses
are included with the net realized and unrealized gain/loss on investments.

Income Taxes

The Partnership is a qualified intermediary and intends to conduct its operations so that it will not
be engaged in a United States trade or business and, therefore, will not be subject to United States
federal income or withholding tax on its income from United States sources. The Partnership may
be subject to taxes in certain foreign jurisdictions. Under the current laws of the Cayman Islands,
there are no income, estate, transfer, sales or other Cayman Islands taxes payable by the
Partnership. Accordingly, no income tax provision is required in these financial statements.

The Partnership adopted the authoritative guidance on accounting for and disclosure of uncertainty
in tax positions (Financial Accounting Standards Board - Accounting Standards Codification 740)
on January 1, 2009, which required the General Partner to determine whether a tax position of the
Partnership is more likely than not to be sustained upon examination, including resolution of any
related appeals or litigation processes, based on the technical merits of the position. For tax
positions meeting the more likely than not threshold, the tax amount recognized in the financial
statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being
realized upon ultimate settlement with the relevant taxing authority. The General Partner has
determined that there was no effect on the financial statements from the Partnership's adoption of
this authoritative guidance.

The Partnership files tax returns as prescribed by the tax laws of the jurisdictions in which it
operates. In the normal course of business, the Partnership is subject to examination by federal,
state, local and foreign jurisdictions, where applicable.

Bain Capital Fund IX, L.P.

Notes to Financial Statements
December 31, 2009

3. Alternative Investment Vehicles

In order to accommodate tax, legal or similar concerns of any partner or the Partnership with
respect to one or more investments, the General Partner may establish one or more Alternative
Investment Vehicles ("AIVs") and require that the limited partners hold their interests' in such
investment through such AIV rather than through the Partnership. Contributions to an AIV shall
reduce the limited partners' uncalled capital subscription as if they had been made to the
Partnership. The terms and conditions applicable to an AIV shall be substantially the same as the
terms and conditions applicable to the Partnership. However, the provisions of the AIVs
(including provisions relating to allocations and distributions of profits and losses) will be
coordinated and, if necessary, will be adjusted to carry out the purpose and intent of the
Partnership Agreement. The AIV financial statements should be read in conjunction with the
Partnership's financial statements.

As of December 31, 2009, the General Partner has established eighteen AIVs and contributed the

following portion of the Partnership's committed capital to each:

Commitment

Contributed to facilitate

contributed:

investment in:

Sunflower Holdings (Cayman), L.P. & Sunflower

Holdings (Blocker), L.P.

$ 12,762,897

SunTcIcphonc

Bell Holdings (Cayman). L.P. & Bell Holdings

(Blocker), L.P.

16,845,108

SunTclephone

29,608,005

OSI Holdings IX, L.P., OSI (Cayman) Holdings IX,

L.P., & Bain Capital (OSI) IX, L.P.

540,065,817

OSI Restaurant Partners, Inc.

Bain Capital (SSS l-F) IX, L.P., Bain Capital (SSS I-

C) IX, L.P. & Bain Capital (SSS I) IX, L.P.

447,866,807

Sankaty Special Situations I, L.P.

Bain Capital (CC) IX, L.P. & BC IX Private

Investors (CC), L.P.

190,583,85 6

Clear Channel Communications

Bain Capital (CC) IX Offshore, L.P. & BC IX

Private Investors (CC) Offshore, L.P.

218,424,132

Clear Channel Communications

409,007,988

Bain Capital (CCD) IX, L.P. & BC IX Private

Investors (CCD), L.P.

52,716,364

Clear Channel Debt

Bain Capital (CCD) IX Offshore, L.P. & BC IX

Private Investors (CCD) Offshore, L.P.

27,521,768

Clear Channel Debt

80,238,132

S 1,506,786,749

Bain Capital Fund IX, L.P.
Notes to Financial Statements
December 31, 2009

4. Investments by Industry Type and Geographical Location Categorization

At December 31, 2009, the Partnership held investments in the following industry groups:

Fair value as a
percentage of

Cost Fair value partners' capital

Industrial and Manufacturing S 1,953,423,846 $ 1,523,084,219 34%

Healthcare 943,804,960 1,327,490,217 30%

Retail 1,940,188,292 1,020,920,989 23%

Software 235,811,678 330,136,349 7%

Information Technology 622,671,633 186,801,490 4%

Media 29,917,867 34,304,178 1%

S 5,725,818,276 $ 4,42 2,737,442 99%

At December 31, 2009, the geographical categorization based on fair value of investments is as
follows:

Fair value as a
percentage of

Cost Fair value total investments

United States of America S 3,302,880,672 $ 2,671,845,927 60%

Netherlands 990,927,936 837,997,690 19%

United Kingdom 414,147,378 336,371,242 8%

South Africa 580,173,559 330,698,929 8%

China 125,351,853 150,767,057 3%

Belgium 258,021,510 51,604,302 1%

Japan 54,315,368 43,452,295 1%

~$ 5,725,818,276 $ 4,422,737,442 100%

The Partnership may have risks associated with the concentration of investments in one industry or
geographical area. In addition, the Partnership may have risks associated with investing in
emerging markets due to their political and economic stability. The Partnership's ability to
liquidate certain of its investments may be inhibited since the issuers may be privately held or the
Partnership may own a relatively large portion of the issuer's equity securities.

Market and Credit Risks

General fluctuations in the market prices of investments may affect the value of investments held
by the Partnership. Instability in the securities market may also increase the risk inherent in the
investments. The ability of the portfolio companies to refinance debt securities may depend on their
ability to sell new securities in the public high yield debt market or otherwise.

The Partnership may be invested in leveraged companies which offer the opportunity for capital
appreciation. Such investments also involve a higher degree of risk. In instances where the
Partnership's investment involves leverage, the effects of recessions, operating problems and other
general business and economic risks may have a more pronounced effect on the profitability or
survival of the investments.

Bain Capital Fund IX, L.P.

Notes to Financial Statements
December 31, 2009

5. Investments in Debt Securities

Investment in the HDS Debt Entities

At December 31 , 2009, the Partnership held investments in H 2008-2 Cayman Partners, L.P. and H
2008-3 Cayman Partners, L.P. (collectively the "HDS Debt Entities"), both entities exempted
limited partnerships organized in the Cayman Islands. The HDS Debt Entities are held via Bain
Capital (Ireland) Integral Limited, via Bain Capital HDS II (Luxembourg) S.a r.L, via Bain Capital
HDS I (Luxembourg) S.a r.L, via Bain Capital (HDS), L.P.

The investment objectives of the HDS Debt Entities are to invest in debt instruments issued by I ID
Supply, Inc. ("HD Supply Debt"). As of December 31, 2009, the HDS Debt Entities held the
following HD Supply Debt:

Coupon

Description Par Value Rate Maturity

II 2008-2 Cayman Partners, L.P.:

Senior Cash-Pay Note $ 286,934,000 12.00% September 1 , 2014

Senior Subordinated PIK Note 189,807,767 13.50% September 1 , 201 5

Total $ 476,741,767

H 2008-3 Cayman Partners, L.P.:

Senior Cash-Pay Note S 286,934,000 1 2.00% September 1, 2014

Senior Subordinated PIK Note 189,807,767 13.50% September 1 , 2015

Total S 476,741,767

As part of H 2008-2 Cayman Partners, L.P.'s ("H 2008-2") investment in HD Supply Debt, on June
27, 2008, II 2008-2 secured a semi-annual floating rate note issued by Merrill Lynch Capital
Corporation ("Merrill Lynch Note") initially in the amount of 5172,876,141, which was fully
funded during 2008. The current interest rate charged on the Merrill Lynch Note equals 6 Month
LIBOR plus 1.75% and the note matures on June 27, 2013. H 2008-2 makes payments on the
outstanding principal balance semi-annually using the interest proceeds received on the HD Supply,
Inc. Senior Cash-Pay Notes, net of interest expense and administrative fees. As of December 31,
2009 the remaining outstanding principal balance on the Merrill Lynch Note is $128,767,738.

The Merrill Lynch Note includes remedy provisions in the event of a default in payment of interest
or principal as well as other instances defined in the agreement. If an event of default on the note
occurs, the outstanding principal and interest become due immediately.

As part of H 2008-3 Cayman Partners, L.P.'s ("H 2008-3") investment in HD Supply Debt, on June
27, 2008, I I 2008-3 secured a semi-annual floating rate note issued by Lehman Commercial Paper,
Inc. ("Lehman Note") initially in the amount of $172,876,141, which was fully funded during 2008.
The current interest rate charged on the Lehman Note equals 6 Month LIBOR plus 1.75% and the
note matures on June 27, 2013. II 2008-3 makes payments on the outstanding principal balance
semi-annually using the interest proceeds received on the HD Supply, Inc. Senior Cash-Pay Notes,
net of interest expense and administrative fees. As of December 31, 2009 the remaining
outstanding principal balance on the Lehman Note is $128,767,655.

The Lehman Note includes remedy provisions in the event of a default in payment of interest or
principal as well as other instances defined in the agreement. If an event of default on the note
occurs, the outstanding principal and interest become due immediately.

Bain Capital Fund IX, L.P.
Notes to Financial Statements
December 31, 2009

As of December 31, 2009, the fair values (Note 2) of the Partnership's partnership interests in H
2008-2 Cayman Partners, L.P. and H 2008-3 Cayman Partners, L.P. were $1 18,736,211 and
$118,736,211, respectively.

Investment in the Michaels Stores Debt Entity

At December 31, 2009, the Partnership held an investment in Ursa Funding (Luxembourg) S.a r.l.
("Michaels Debt Entity"), a Luxembourg corporation, via Bain Capital Integral Investors 2008, L.P.

The investment objective of the Michaels Debt Entity is to invest in debt instruments issued by
Michaels Stores, Inc. As of December 31, 2009, the Michaels Debt Entity held the following
Michaels Debt:

Coupon

Description Par Value Rate Maturity

Subordinated Discount Notes $ 193,588,000 13.00% November 1, 2016

As of December 31, 2009, the fair value (Note 2) of the Partnership's investment in the Michaels
Debt Entity was $65,895,279.

Investment in the Sensata Debt Entity

At December 31, 2009, the Partnership held an investment in Bain Capital ST (Luxembourg)
S.a r.l. ("Sensata Debt Entity"), a Luxembourg corporation, via Bain Capital (ST) Integral
Investors, L.P.

The investment objective of the Sensata Debt Entity is to invest in debt instruments issued by
Sensata Technologies, B.V. As of December 31, 2009, the Sensata Debt Entity held the following
Sensata Debt:

Coupon

Description Par Value Rate Maturity

Senior Subordinated Notes € 42,300,000 1 1.25% January 15, 2014

As of December 31, 2009, the fair value (Note 2) of the Partnership's investment in the Sensata
Debt Entity was $21,886,672.

Market and Credit Risks of Debt Securities

The Partnership's value in the IIDS Debt Entities, Sensata Debt Entity, and Michaels Debt Entity is
impacted by the value of each debt entity's underlying investments. The value of the investments
held by each debt entity will generally fluctuate with, among other things, changes in prevailing
interest rates, general economic conditions, the condition of certain linancial markets,
developments or trends in any particular industry and the financial condition of issuers. During
periods of limited liquidity and higher price volatility, each debt entity's ability to dispose of
investments at a price and time that they deem advantageous may be impaired. The HDS Debt
Entities', Sensata Debt Entity's, and Michaels Debt Entity's investments in debt securities and use
of leverage, if applicable, may present certain risks.

Bain Capital Fund IX, LP.
Notes to Financial Statements
December 31, 2009

Debt investments are subject to credit and interest rate risk. "Credit risk" refers to the likelihood
that an issuer will default in the payment of principal and/or interest on an instrument. Financial
strength and solvency of an issuer are the primary factors influencing credit risk. In addition,
subordination, lack or inadequacy of collateral or credit enhancement for a debt instrument may
affect its credit risk. Credit risk may change over the life of an instrument and securities which are
rated by rating agencies are often reviewed and may be subject to downgrade. "Interest rate risk"
refers to the risks associated with market changes in interest rates. Interest rale changes may affect
the value of a debt instrument indirectly and directly. In general, rising interest rates will negatively
impact the price of a fixed rate debt instrument and falling interest rates will have a positive effect
on price. Adjustable rate instruments also react to interest rate changes in a similar manner although
generally to a lesser degree. Interest rate sensitivity is generally more pronounced and less
predictable in instalments with uncertain payment or prepayment schedules.

As of December 31, 2009, the HDS Debt Entities hold investments in HD Supply, Inc. fixed rate
Senior Cash-Pay and Senior Subordinated PIK Notes that were purchased in the form of
assignments from third parties, the Michaels Debt Entity holds an investment in Subordinated
Discount Notes that were purchased from third parties, and the Sensata Debt Entity holds an
investment in Senior Subordinated Notes that were purchased from third parties. Based on activity
in the bank loan and corporate debt markets, the debt entities are exposed to liquidity risk as well as
risk of the borrowers.

Leverage

The HDS Debt Entities use leverage directly. The use of leverage will increase the volatility of the
I IDS Debt Entities' values. While the use of borrowed funds will increase returns if the HDS Debt
Entities earn greater returns on the incremental investments purchased with borrowed funds than it
pays for such funds, the use of leverage will decrease returns if the HDS Debt Entities fail to earn
as much on such incremental investments as it pays for such funds. The effect of leverage may
therefore result in a greater decrease in the values of the HDS Debt Entities than if it were not so
leveraged.

6. Related Party Transactions

The Partnership is a party to an investment and advisory agreement with the Manager. In
consideration for a management fee, the Manager provides administrative and operational services
to the Partnership. The annual management fee is the lesser of 2% of the aggregate subscribed
capital multiplied by an inflation adjustment, as defined in the agreement, or 2.5% of the aggregate
subscribed capital and is subject to certain reductions as described in the agreement. The General
Partner has reduced the management fee with respect to interests in the Partnership held by certain
affiliates. The management fee is payable in advance on the first business day of each quarter.

For the year ended December 31, 2009, the Manager received 526,955,914 in corporate service fees
from the Partnership's portfolio companies. In accordance with the investment advisory agreement,
the Manager retained all of these fees and no reductions were applied to management fees.

During the year ended December 31, 2009, in accordance with the investment advisory agreement,
management fees were reduced by $567,563 for 50% of the Partnership's pro rata share of
corporate service fees, net of expenses, received by the Manager in previous years.

Pursuant to the investment and advisory agreement, the Manager may irrevocably waive the right to
receive all or any portion of the payment of the management fee next due and payable and all or
any portion of any payment of the management fee that will be due and payable during the
following year, provided that any such waiver must be made in a written notice delivered to the
Partnership prior to the date on which the waived portion of the payment would otherwise be due
and payable, or prior to the beginning of the year, as the case may be.

Bain Capital Fund IX, LP.
Notes to Financial Statements
December 31, 2009

The General Partner may allocate a portion of the waived fees to a particular investment
("Allocated Waived Fee Amount"). Upon realization of an investment to which an Allocated
Waived Fee Amount has been allocated, the proportional return to the General Partner as
determined by dividing the Allocated Waived Fee Amount by the total dollars invested in the
particular investment multiplied by the amount returned is Priority Profit. The General Partner is
entitled to recoup such Priority Profit from Allocated Waived Fee Amounts out of income, only to
the extent that the income did not exist on a realized or unrealized basis at the time the Allocated
Waived Fee Amount was allocated to such investment. In order to create flexibility in the
management of cash resources, on February 27, 2009 the Partnership Agreement was amended in
order to allow the General Partner to specifically designate a portion of the waived fee as
unallocated ("Unallocated Waived Fee Amount"). Unallocated Waived Fee Amounts are Priority
Profit on the day the election is made. Priority Profit related to Unallocated Waived Fee Amounts
can be recouped out of income, only to the extent that the income did not exist on a realized or
unrealized basis at the time the election was made. Priority Profits in aggregate are considered
Total Priority Profit Share.

For the year ended December 31, 2009, the Manager has elected to waive and designate as
Unallocated Waived Fee Amount a total of $170,178,593, or 100% of $170,178,593 in
management fees. Through December 31, 2009, a total of $502,652,593 has been waived, of which
$170,178,593 has been designated Unallocated Waived Fee Amount, $332,349,098 has been used
to purchase investments, and $124,902 remains to be used to purchase future investments or
designated as Unallocated Waived Fee Amount.

With respect to each investment to which waived fees were allocated, including AIVs, the
percentage the amount of waived fee allocated to such investment represents of the total
contributions made by all Partners with respect to such investment is as follows:

Ir vestment

Applied Systems

3.77

Brake Brothers

3.43

Burlington Coat Factory

5.57

Clear Channel Communications

5.08

Clear Channel Debt

1.41

CTVGB

1.34

Hdcon

6.90

Guitar Center

3.34

HCA

1.63

HD Supply

5.49

Ideal Standard

4.21

Jinsheng

7.05

MEI Conlux

5.71

Michaels Stores

2.52

NXP

3.82

Quintiles Group

6.78

OSI Restaurant Partners, Inc.

6.87

Scnsata Technologies

5.49

SunTelephone

7.04

TralinPak

2.67

Bain Capital Fund IX, L.P.

Notes to Financial Statements
December 31, 2009

At December 31 , 2009, the General Partner had established multiple AIVs that hold an investment
in Sankaty Special Situations I, L.P. ("SSS I"). SSS I is managed by Sankaty Advisors, Inc., an
affiliate of the Manager.

The following table includes a reconciliation of the net increase in partners' capital resulting from
operations allocated to the General Partner for the year ended December 31, 2009 pursuant to the
Partnership Agreement:

Net increase in

Net Net realized Change in net partners' capital

investment loss on unrealized loss resulting from

income investments on investments operations

General Partner;

(iuncral Partner, excluding Carried Interest and Total Priority Profit Share S 9.057 $ (78.508) $ 1.023.672 S 954.221
Carried Interest - (38.883.884) 38.883.884

Priority Profit Share -Allocated Waived Fee Amount 1.005.043 (10.320) 109,697.529 110.686.252

Priority Profit Share- Unallocated Waived Tee Amount - 170.178.593 170.178.593

Total Genera! Parmer S 1.014.100 J (3S.97R.7m S 3 1 9.7x3. 67 S_ S 281 „s 19.066

7. Authorized Commitments

The Partnership has committed a total of $53,278,935 to Bain Capital TP Holdings, L.P., of which
$2,356,054 was unfunded as of December 3 1 , 2009.

8. Contingencies

In conjunction with the Partnership's investment activities, the Partnership is a party to agreements
which contain certain representations and warranties. As such, the Partnership may, from time to
time, be a party to suits and claims arising in the normal course of business. The General Partner
believes that any losses resulting from the resolution of such claims would not have a material
adverse effect on the Partnership's accompanying financial statements.

The parent company of the Manager has been named in civil litigation that may result in a loss to
the Partnership. While the General Partner believes that the claims are without merit, the ultimate
outcome of these proceedings is not yet determinable.

An entity controlled by the Partnership, Diamond II Holdings, Inc. ("Diamond"), has been named
in a civil litigation that may result in a loss to the Partnership. Diamond agreed to lead an
acquisition of 3Com Corporation ("3Com") along with other entities associated with the Manager,
one or more funds managed by the Manager and affiliates of Huawei Technologies. On March 20,
2008, Diamond notified 3Com that it was terminating the merger agreement pursuant to which it
would have acquired 3Com. On July 31, 2008, 3Com Corporation sued Diamond asserting a right
to a $66 million termination fee. If 3Com is successful in asserting its claim the Partnership would
only be responsible for its allocable portion of the termination fee. The ultimate outcome of the
proceeding is not yet determinable.

9. Other Required Disclosure

The Institutional Limited Partners' net Internal Rate of Return ("net IRR") since the inception of
the Partnership through December 31, 2009 and December 31, 2008 is (10.8%) and (25.3%),
respectively. The net IRR is net of management fees, Total Priority Profit Share, expenses, and
Carried Interest. The calculation is based on the assumption that capital contributions and cash and
stock distributions occurred on the last day of the fiscal quarter. The fair value of the limited
partners' capital accounts is assumed to be the terminal cash flow. The net IRR has been calculated
for Institutional Limited Partners, which does not materially differ from Non-Institutional Limited
Partners.

Bain Capital Fund IX, L.P.

Notes to Financial Statements
December 31, 2009

The ratio of operating expenses before and after Carried Interest to limited partners' average capital
is 0.2%. The ratio of operating expenses before and after Carried Interest to limited partners'
committed capital is 0.1%. The ratio of net investment income before Carried Interest to limited
partners' average capital is 0.3%. Such numbers exclude the effect of waived fees. These financial
highlights are for the limited partners taken as a whole, exclusive of the General Partner, for the
year ended December 31, 2009.

The General Partner believes that the disclosure of net investment income and expenses to limited
partners' average capital and committed capital may be inconsistent with the basic concept that an
investment in the Partnership is a long term investment and therefore may not necessarily be
appropriate measures for the Partnership.

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